SEC v. Stock Purse Trading LLC; Liston Associates, Inc.; and Carole A. Liston, No. 1:25-cv-81026, Southern District of Florida (Aug. 20, 2025) — Complaint

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UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF FLORIDA

CASE NO.: 1:25-cv-81026-DMM

SECURITIES AND EXCHANGE COMMISSION,

Plaintiff,

v.

STOCK PURSE TRADING LLC,
LISTON ASSOCIATES, INC. and,
CAROLE A. LISTON

Defendants,
____________________________________________/

AMENDED COMPLAINT FOR INJUNCTIVE AND OTHER RELIEF
Plaintiff Securities and Exchange Commission (the “Commission”) alleges:
I. INTRODUCTION

1. Defendants Stock Purse Trading, LLC (“Stock Purse”) and Liston Associates, Inc.
(“Liston  Associates”)  (collectively,  “SPT”),  formerly  headquartered  in  Palm  Beach  Gardens,
Florida,  and  their  owner,  Carole  A.  Liston  (“Liston”)  (collectively,  “Defendants”),  conducted  a
fraudulent  securities  offering  by  falsely  promising  to  pay  investors  exorbitant  monthly  returns
based on Liston’s purported stock trading strategy and expertise.
2. From at least August 2020 through July 2024 (the “relevant period”), Defendants
raised approximately $5.7 million from more than 200 investors nationwide, purportedly to fund
Defendants’ stock trading activities in violation of the anti-fraud provisions of the federal securities
laws.

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3. Liston falsely promised monthly returns ranging from 5% to 20% and claimed to
double investors’ money within 30 to 60 days. Liston also claimed that she could generate profits
of 350% in one year by pooling investor funds in brokerage accounts and investment “funds” she
managed.
4. To  lure  investors  to  invest  in  the  investment  opportunity,  Liston  touted  her
purported  investment  experience  and  success  in  trading  for  her  own  accounts,  her  expertise  in
investing in options, and proprietary trading algorithm for short selling stocks. Liston falsely told
investors  that  SPT  would  pool  investor  funds  to  achieve  better  returns  and  misrepresented  to
investors the safety and security of her investment trading strategy. Liston also created false online
account  summaries  showing  outstanding  fictitious  returns,  lulling  investors  who  accessed  their
accounts through SPT’s website.
5. In reality, Liston only used a small portion of investor funds to purchase and trade
securities  and,  when  she  did,  her  trading  produced  significant  losses.
 Liston  misappropriated  at
least $450,000 of investor funds for her personal benefit, and used at least $3.9 million in investor
funds to make Ponzi-like distributions to SPT investors.
6. By engaging in the conduct alleged in this Complaint, Defendants violated Section
17(a) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. § 77q(a)]; Section 10(b) of the
Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. § 78j(b)], and Exchange Act Rule
l0b-5 [17 C.F.R. § 240.10b-5]. Liston also violated Sections 206(1) and 206(2) of the Investment
Advisers Act of 1940 (“Advisers Act”) [15 U.S.C. § 80b-6(1) and (2)].
7. Unless  enjoined,  Defendants  will  continue  to  violate  the  federal  securities  laws.
Among other relief, the SEC seeks permanent injunctions, disgorgement with prejudgment interest
and civil penalties against Defendants.

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II. DEFENDANTS
8. Liston, age 61, resides in Yonkers, New York. Liston is the founder, president, and
director  of  SPT  and  Liston  Associates,  and  controls  Stock  Purse’s  and  Liston  Associates’  bank
accounts and brokerage accounts, and all key aspects of their business operations. Liston has never
been registered with the Commission.
9. Stock Purse was formed in March 2022, as a Florida corporation with its principal
place  of  business  in  Palm  Beach  Gardens,  Florida.  Liston  is  Stock  Purse’s  founder  and  Chief
Executive  Officer.  Stock  Purse’s  investment  offerings  have  never  been  registered  with  the
Commission in any capacity. Stock Purse was administratively dissolved in September 2024.
10. Liston  Associates  was  formed  in  January  2022  as  a  Florida  corporation  with  its
principal place of business in Palm Beach Gardens, Florida. Liston Associates was purportedly in
the  business  of  providing  IT  services  and  Liston  served  as  its  Chief  Executive  Officer.  Liston
Associates has never been registered with the Commission in any capacity. It was administratively
dissolved in September 2024.
III. JURISDICTION AND VENUE
11. The Court has jurisdiction over this action pursuant to Sections 20(b), 20(d), and
22(a) of the Securities Act [15 U.S.C. §§ 77t(b), 77t(d), and 77v(a)]; and Sections 21(d), 21(e),
and Section 27 of the Exchange Act [15 U.S.C. §§ 78u(d), 78u(e), and 78aa]
  and Sections 209(d)-
(e) and 214(a) of the Advisers Act [15 U.S.C. §§ 80b-9(d)-(e) and 80b-14(a)].
12. The Court has personal jurisdiction over the Defendants and venue is proper in the
Southern District of Florida because many of the Defendants’ acts and transactions constituting
violations of the Securities Act, the Exchange Act and the Advisers Act, occurred in this District.
Further: (a) Stock Purse and Liston Associates—the companies through which Liston defrauded

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investors—had their principal places of business in this District, (b) Liston resided in this District
during most of the relevant period, and (c) some SPT investors reside in this District.
13. In connection with the conduct alleged in this Complaint, the Defendants, directly
and  indirectly,  singly  or  in  concert  with  others,  made  use  of  the  means  or  instrumentalities  of
interstate commerce, the means or instruments of transportation and communication in interstate
commerce, and the mails.
IV. FACTUAL ALLEGATIONS
A. Defendants’ Investment Programs and Trading Strategy
14. From  at  least  August  2020,  Liston,  and  commencing  January  2022,  Liston,
individually and through SPT, began soliciting investors nationwide to invest with her, promising
significant returns based on her trading strategy.  Liston, who claimed to have a background in
computer  programming  and  technical  development,  told  investors  she  developed  a  proprietary
trading algorithm for short selling which allowed her to generate better returns than other traders
and make money in times of market volatility.

15. According  to  Liston,  the  proprietary  trading  algorithm  made  use  of  charts  which
track the trend of the market and identify the trend of a stock. Liston touted that her expertise and
use of her proprietary algorithm generated high returns from 5% - 20% monthly to a 100% return
within 30-60 days. Liston boasted that she could double investor money and claimed that she could
generate  profits  of  350%  in  one  year  by  pooling  investor  funds  in  brokerage  accounts  and
investment funds under her management.
16. Liston’s  purported  trading  strategy  as  described  to  investors  involved  pooling
investor funds, which she claimed allowed her and SPT to achieve greater returns for investors as
a pooled stock or stock options investment fund.

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17. Liston pitched three SPT programs:  (1) the “Growth Fund,” a long-term individual
account investment which allowed for the regular withdrawal of funds; (2) the “Income Fund,” a
shorter-term pooled investment which offered payment of monthly returns; and (3) the “Family
Fund,” a pooled investment which offered a “double your money back” promise in six months.
The “Growth Fund” and the “Income Fund” purportedly paid monthly returns between 5% and
15%.
18. To participate in the investment opportunity, investors were instructed to submit an
online form via SPT’s website, “Stockpursetrading.com.” Once approved, investors were provided
with a personalized login information where they had to agree to SPT’s “Terms & Conditions” on
SPT’s website. After agreeing to the Terms & Conditions, investors completed SPT investment
forms and were sent wire instructions to wire their investment to SPT.
19. Defendants   promised   investors   that   SPT   would   pay   back   their   principal
investments, along with profits generated by her successful trading. Liston told investors that they
could  withdraw  investment  profits  SPT  made  on  their  behalf  at  any  time  upon  completion  of  a
request submitted via the SPT website. Liston also told investors that she would take a 5% fee on
every investor’s withdrawal of profits.
20. The amounts invested by investors varied from a few thousand dollars to hundreds
of thousands of dollars. Early during the relevant period, Liston told investors to remit wires for
investment to Liston’s personal bank account. In at least one instance, Liston told an investor to
describe the wire as a “loan” so the wire would not be flagged by the bank.
21. Liston  identified  investors  through  friends,  family  and  word-of-mouth  referrals
such as through real estate networks, multi-level marketing seminars, and church. Liston pitched
the investment opportunity to investors in person and via telephone.

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22. During  the  relevant  period,  Defendants  raised  at  least  $5.7  million  from  200
investors nationwide to purportedly fund their trading activities on behalf of investors.
B. Liston Acted as the Investment Adviser to Investors
23. Investors who sent SPT and Liston funds did not exercise any control or authority
over  the  funds  they  remitted  to  SPT  and/or  Liston,  or  the  securities  investments  made  on  their
behalf.  Instead, as SPT’s principal and CEO, Liston had discretionary authority over investors’
funds, she decided how to invest investors’ funds, which securities and trading strategies to use.
Liston received compensation for her investment advisory services. Accordingly, Liston acted as
“investment adviser”, as that term is defined in Section 202(a)(11) of the Advisers Act [15 U.S.C.
§ 80b-2(a)(11)].
24. Liston used interstate commerce when she offered her investment advisory services
by, among other things, promoting investments in SPT through Defendants’ website and telephone
calls with investors and prospective investors.
C. Defendants’ Misrepresentations and Omissions to Investors

25. Liston and SPT through Liston made misrepresentations and omissions to investors
concerning,  among  other  things,  Liston’s  purportedly  successful  trading  strategy,  the  source  of
investor returns, and the use of investor funds.
(a) Misrepresentations  and  Material  Omissions  About  the  Success  of  Liston’s
Trading Strategy

26. During the relevant period, Defendants made misrepresentations and omissions to
investors and prospective investors about the purported success of Liston’s expertise, proprietary
trading algorithm and trading strategy.

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27. For  example,  Liston  told  Investor  1  that  Liston’s  proprietary  trading  algorithm
allowed Liston to do better than others and that Liston had never lost anyone’s investment. Based
on this information, Investor 1 invested $100,000 with Defendants.
28. Liston  told  Investor  2  that  Liston’s  investment  strategy  goes  against  traditional
norms and that Liston could turn a $400,000 investment into $1 million within a year. Based on
this information, Investor 2 invested $450,000 with Defendants.
29. During a three-way telephone call with Liston, Investor 3 and Investor 3’s brother,
Liston  claimed  that  she  could  double  an  investor’s  investment,  and  assured  Investor  3  that  his
investment  funds  were  safe  and  returns  “guaranteed.”  Based  on  this  information,  Investor  3
invested over $250,000 with Defendants.
30. Liston’s claims of her trading expertise and success were false. SPT’s brokerage
records during the relevant period show that, in fact, Liston invested less than $1.7 million of the
$5.7 million she raised from investors, and she lost most of the funds she traded in SPT’s brokerage
account.  SPT’s  brokerage  records  also  show  that  SPT  experienced  net  losses  of  more  than
$230,000  over  the  relevant  period  in  connection  with  her  trading  options  on  securities  and
engaging in short sales of securities.
31. Liston  hid  SPT’s  trading  losses  from  existing  investors  while  simultaneously
boasting of her investment savvy and recruiting new investors based on false claims on positive
investment returns.
32. Liston  directed  existing  investors  to  view  their  account  summaries  on  SPT’s
website.  The  account  summary  displayed,  among  other  things,  a  respective  investor’s  initial
investment,  a  supposed  current  –  but  fictitious  –  account  value,  and  correspondingly  fake
percentages of gains or losses. For example, on January 3, 2023, a screenshot from one investor’s

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account  summary  showed  a  principal  investment  amount  of  $395,000,  an  account  value  of
$981,000,  and  a  gain  of  148%  (representing  the  purported  profit  over  the  principal  amount
invested).
33. The  $981,000  purported  balance  for  this  investor  was  fictitious  and  significantly
higher than the entire value of SPT’s brokerage account. SPT’s brokerage records for December
2022 and January 2023 show SPT’s account balances totaling less than $2,000 combined. Despite
knowing that SPT was not generating profits but, instead, experiencing significant trading losses,
Liston, the person with ultimate control over SPT’s website, continued to post fictitious account
balances  for  investor  account  summaries  for  over  a  year,  lulling  investors  into  believing  that
Defendants were generating promised returns.
(b) Misrepresentations  and  Material  Omissions  About  the  Safety  of  Investors’
Funds and Use of Margin in SPT’s Trading Strategy

34. Defendants  repeatedly  touted  Liston’s  experience  in  stock  trading  and  purported
positive  track  record  as  well  as  the  ability  of  investors  to  withdraw  their  principal  to  convince
investors to invest in the investment opportunity.
35. Despite Defendants’ assurances of the safety of her trading strategy, Liston often
used investor funds to engage in highly speculative and risky trading strategies, including trading
on margin, without disclosing the strategy – or its risks – to investors.
36. Margin trading refers to the purchase of stock (or other security) by borrowing a
portion of the sum to execute the purchase from the broker. If an investor’s equity in his account
falls below a certain required maintenance margin (such as 50%), the broker issues a “margin call,”
which requires the investor to either liquidate stock or to add cash to the investor’s account. If the
investor does not answer a margin call, the broker has the right to sell the investor’s securities until

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the account reaches the maintenance margin. Thus, margin trading may expose an investor to the
risk of losses in excess of the amount of their initial investment.
37. Although SPT’s website mentioned the word “margin,” the descriptions provided
were vague and related to a business venture’s operating margin, rather than the use of margin as
a trading strategy. Specifically, SPT’s website explained that “margins measure efficiency,” and
that  “[t]he  higher  the  operating  margin,  the  more  profitable  a  company’s  core  business  is  per
dollar.” Defendants did not define margin as the use of existing account assets as leverage, and
wholly failed to disclose that SPT’s trading strategy included leveraging investor funds.
38. Nor did Liston or SPT’s website describe how margin fit into SPT’s strategy, the
risks  associated  with  margin,  or  how  the  use  of  margin  impacted  investors’  fund  liquidity  and
investors’ ability to withdraw funds.
39. SPT investors were notified of Defendants’ use of margin for the first time in the
summer of 2023, after Defendants failed to return to investors their principal investments, when
Defendants posted a notice on SPT’s website stating that the “brokerage account is in a deficit also
known as margin.”
(c) Misrepresentations  and  Material  Omissions  About  the  Use  of  Investors’
Funds

40. During  the  relevant  period,  Defendants  raised  more  than  $5.7  million  from
investors, purportedly for pooling those funds in SPT’s brokerage account and generating profits
from  Defendants’  proprietary  trading  algorithm.  However,  Defendants  deposited  less  than  $1.7
million of those funds for trading in SPT’s brokerage account.
41. The balance of the funds raised from investors were not used for trading, but rather,
misused by Defendants for other purposes. Defendants diverted at least $3.9 million of investor
funds to make Ponzi-like payments to investors. Because SPT lost money on trades and did not

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generate  sufficient  profits  to  pay  the  promised  investor  returns,  Defendants  used  new  investor
funds to pay fictitious returns and to cover withdrawal requests.
42. Defendants also used investor funds to make loans to other investors and directed
payments to real estate entities, unrelated to SPT’s investment business.
43. Additionally, Liston misappropriated more than $450,000 in payments for personal
items including real estate purchases, car purchases, hotels, clothing and luxury gifts, credit cards,
and a cruise vacation with friends.
44. When  Liston  promised  investors  that  they  could  make  regular  withdrawals  of
profits  from  their  investor  accounts,  Liston  failed  to  disclose  her  misuse  of  investor  funds  and
failure to invest the majority of funds to conduct trading activities, or her use of investor funds to
pay  “returns”  to  other  investors,  all  of  which  impacted  investors’  ability  to  withdraw  purported
profits from their accounts.
45. Defendants’ misrepresentations and omissions to investors regarding the success of
Defendants’  trading  strategy,  the  source  of  investor  returns,  and  use  of  investor  funds  were
material. Reasonable investors would find it important that Defendants were not engaging in a safe
trading strategy but rather were undertaking a risky trading strategy involving margin. Reasonable
investors would also find it important that, rather than investing all of their funds, Defendants were
using some of their money for other purposes.
46. Defendants  knew  or  were  reckless  in  not  knowing  that  the  representations  they
made  to  investors  about  their  purported  successful  trading  strategy  were  false,  misleading,  and
omitted  material  information.  Defendants  also  knew  or  were  reckless  in  not  knowing  that  the
representations they made to investors about the source of their returns and use of funds were false,
misleading, and omitted material information.

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III. CLAIMS FOR RELIEF
COUNT I
Violations of Section 17(a)(1) of the Securities Act
(Against all Defendants)

47. The Commission adopts by reference paragraphs 1 through 46 of this Complaint.
48. From August 2020 through July 2024, Defendants, in the offer or sale of securities
by use of any means or instruments of transportation or communication in interstate commerce or
by use of the mails, knowingly or recklessly, directly or indirectly employed devices, schemes, or
artifices to defraud.
49. By  reason  of  the  foregoing,  Defendants  violated  and,  unless  enjoined,  are
reasonably  likely  to  continue  to  violate  Section  17(a)(1)  of  the  Securities  Act  [15  U.S.C.  §
77q(a)(1)].
COUNT II
Violations of Section 17(a)(2) of the Securities Act
(Against all Defendants)

50. The Commission adopts by reference paragraphs 1 through 46 of this Complaint.
51. From August 2020 through July 2024, Defendants, in the offer or sale of securities
by use of the means or instruments of transportation or communication in interstate commerce or
by the use of the mails, directly or indirectly, negligently obtained money or property by means of
untrue  statements  of  material  facts  or  omissions  to  state  material  facts  necessary  to  make  the
statements made, in the light of the circumstances under which they were made, not misleading.
52. By  reason  of  the  foregoing,  the  Defendants  violated  and,  unless  restrained  and
enjoined, are reasonably likely to continue to violate, Section 17(a)(2) of the Securities Act [15
U.S.C. § 77q(a)(2)].

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COUNT III
Violations of Section 17(a)(3) of the Securities Act
(Against all Defendants)

53. The Commission adopts by reference paragraphs 1 through 46 of this Complaint.
54. From August 2020 through July 2024, Defendants, in the offer or sale of securities
by use of any means or instruments of transportation or communication in interstate commerce or
by use of the mails, directly or indirectly, negligently engaged in transactions, practices, or courses
of business which have operated, are now operating or will operate as a fraud or deceit upon the
purchasers.
55. By  reason  of  the  foregoing,  Defendants  violated  and,  unless  enjoined,  are
reasonably  likely  to  continue  to  violate  Section  17(a)(3)  of  the  Securities  Act  [15  U.S.C.  §
77q(a)(3)].
COUNT IV
Violations of Section 10(b) and Rule 10b-5(a) of the Exchange Act
(Against all Defendants)

56. The Commission adopts by reference paragraphs 1 through 46 of this Complaint.
57. From August 2020 through July 2024, Defendants, directly or indirectly, by the use
of any means or instrumentality of interstate commerce, or of the mails, knowingly or recklessly
employed devices, schemes or artifices to defraud in connection with the purchase or sale of any
security.
58. By  reason  of  the  foregoing,  Defendants  violated  and,  unless  enjoined,  are
reasonably likely to continue to violate Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)],
and Exchange Act Rule 10b-5(a) [17 C.F.R. § 240.10b-5(a)].

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COUNT V
Violations of Section 10(b) and Rule 10b-5(b) of the Exchange Act
(Against all Defendants)
59. The Commission adopts by reference paragraphs 1 through 46 of this Complaint.
60. From August 2020 through July 2024, Defendants, directly or indirectly, by the use
of any means or instrumentality of interstate commerce, or of the mails, knowingly or recklessly
made untrue statements of  material  facts  or  omitted  to  state  material facts necessary in order to
make  the  statements  made,  in  the  light  of  the  circumstances  under  which  they  were  made,  not
misleading, in connection with the purchase or sale of any security.
61. By reason of the foregoing, the Defendants have violated and, unless restrained and
enjoined,  are  reasonably  likely  to  continue  to  violate,  Section  10(b)  of  the  Exchange  Act,  [15
U.S.C. § 78j(b)] and Rule 10b-5(b) [17 C.F.R. § 240.10b-5(b)] thereunder.
COUNT VI
Violations of Section 10(b) and Rule 10b-5(c) of the Exchange Act
(Against all Defendants)

62. The Commission adopts by reference paragraphs 1 through 46 of this Complaint.
63. From August 2020 through July 2024, Defendants, directly or indirectly, by use of
any  means  or  instrumentality  of  interstate  commerce,  or  of  the  mails,  knowingly  or  recklessly
engaged in acts, practices, and courses of business which have operated, are now operating or will
operate as a fraud upon any person in connection with the purchase or sale of any security.
64. By  reason  of  the  foregoing,  Defendants  violated  and,  unless  enjoined,  are
reasonably likely to continue to violate Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)],
and Exchange Act Rule 10b-5(c) [17 C.F.R. § 240.10b-5(c)].

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COUNT VII
Violations of Section 206(1) of the Advisers Act
(Against Liston)

65. The Commission adopts by reference paragraphs 1 through 46 of this Complaint.
66. From  August  2020  through  July  2024,  Liston,  for  compensation,  engaged  in  the
business of directly advising others as to the value of securities or as to the advisability of investing
in,  purchasing,  or  selling  securities.  Liston  was  therefore  an  “investment  adviser”  within  the
meaning of Section 202(a)(11) of the Advisers Act [15 U.S.C. § 80b-2(a)(11)].
67. Liston, by use of the mails or any means or instrumentality of interstate commerce,
directly or indirectly knowingly or recklessly employed a device, scheme, or artifice to defraud
one or more clients or prospective clients.
68. By  reason  of  the  foregoing,  Liston  violated  and,  unless  enjoined,  is  reasonably
likely to continue to violate Section 206(1) of the Advisers Act [15 U.S.C. § 80b-6(1)].
COUNT VIII
Violations of Section 206(2) of the Advisers Act
(Against Liston)

69. The Commission adopts by reference paragraphs 1 through 46 of this Complaint.
70. From August 2020 through July 2024, Liston, by use of the mails or any means or
instrumentality of interstate commerce, directly or indirectly, negligently engaged in transactions,
practices, or courses of business which operated as a fraud or deceit upon one or more clients or
prospective clients.
71. By  reason  of  the  foregoing,  Liston  violated  and,  unless  enjoined,  is  reasonably
likely to continue to violate Section 206(2) of the Advisers Act [15 U.S.C. § 80b-6(2)].

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IV.       RELIEF       REQUESTED
WHEREFORE,  the  Commission  respectfully  requests  the  Court  find  the  Defendants
committed the violations alleged, and:
A. Permanent Injunction Against Defendants
Issue a Permanent Injunction restraining and enjoining Defendants from violating Section
17(a) of the Securities Act [15 U.S.C. § 77q(a)], Section 10(b) of the Exchange Act [15 U.S.C. §
78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5], and further enjoining Defendant Liston
from violating Sections 206(1) and 206(2) of the Advisers Act [15 U.S.C. §§ 80b-6(1), 80b-6(2)].
B. Disgorgement and Prejudgment Interest
Issue  an  Order  directing  Stock  Purse,  Liston  Associates,  and  Liston  to  disgorge  all  ill-
gotten gains or proceeds received within the applicable statute of limitations, with prejudgment
interest thereon, resulting from the acts and/or courses of conduct alleged in this Complaint and
finding (i) Defendants Stock Purse and (ii) Defendants Liston Associations and Liston,  jointly and
severally liable for disgorgement ordered against each of them, respectively.
C.        Civil        Penalty
Issue an Order directing Defendants to pay civil money penalties pursuant to Section 20(d)
of  the  Securities  Act  [15  U.S.C.  §  77t(d)],  Section  21(d)(3)  of  the  Exchange  Act  [15  U.S.C.  §
78(d)(3)], and Section 209(e) of the Advisers Act [15 U.S.C.§ 80b-9(e)].
D.        Further        Relief
Grant such other and further relief as may be necessary and appropriate.
E. Retention of Jurisdiction
Further, the Commission respectfully requests that the Court retain jurisdiction over this
action in order to implement and carry out the terms of all orders and decrees that it may enter, or

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to entertain any suitable application or motion by the Commission for additional relief within the
jurisdiction of this Court.

Dated: August 20, 2025   Respectfully submitted,

s/Pascale Guerrier
Pascale Guerrier
Senior Trial Counsel
Florida Bar No. 22590
Direct Dial: (305) 982-6301
Email: [email protected]

Attorney for Plaintiff
SECURITIES AND EXCHANGE
COMMISSION
801 Brickell Avenue, Suite 1950
Miami, Florida 33131

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UNITED STATES DISTRICT COURT 
SOUTHERN DISTRICT OF FLORIDA 

 

CASE NO.: 1:25-cv-81026-DMM 

 

SECURITIES AND EXCHANGE COMMISSION, 
 

Plaintiff, 
 
v. 
 
STOCK PURSE TRADING LLC,  
LISTON ASSOCIATES, INC. and, 
CAROLE A. LISTON 
 

Defendants, 
____________________________________________/ 
 

 
 
 
 
 
 
 

AMENDED COMPLAINT FOR INJUNCTIVE AND OTHER RELIEF 

Plaintiff Securities and Exchange Commission (the “Commission”) alleges: 

I. INTRODUCTION 

 
1. Defendants Stock Purse Trading, LLC (“Stock Purse”) and Liston Associates, Inc. 

(“Liston Associates”) (collectively, “SPT”), formerly headquartered in Palm Beach Gardens, 

Florida, and their owner, Carole A. Liston (“Liston”) (collectively, “Defendants”), conducted a 

fraudulent securities offering by falsely promising to pay investors exorbitant monthly returns 

based on Liston’s purported stock trading strategy and expertise.   

2. From at least August 2020 through July 2024 (the “relevant period”), Defendants 

raised approximately $5.7 million from more than 200 investors nationwide, purportedly to fund 

Defendants’ stock trading activities in violation of the anti-fraud provisions of the federal securities 

laws. 

Case 9:25-cv-81026-DMM   Document 4   Entered on FLSD Docket 08/20/2025   Page 1 of 16



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3. Liston falsely promised monthly returns ranging from 5% to 20% and claimed to 

double investors’ money within 30 to 60 days. Liston also claimed that she could generate profits 

of 350% in one year by pooling investor funds in brokerage accounts and investment “funds” she 

managed. 

4. To lure investors to invest in the investment opportunity, Liston touted her 

purported investment experience and success in trading for her own accounts, her expertise in 

investing in options, and proprietary trading algorithm for short selling stocks. Liston falsely told 

investors that SPT would pool investor funds to achieve better returns and misrepresented to 

investors the safety and security of her investment trading strategy. Liston also created false online 

account summaries showing outstanding fictitious returns, lulling investors who accessed their 

accounts through SPT’s website.  

5. In reality, Liston only used a small portion of investor funds to purchase and trade 

securities and, when she did, her trading produced significant losses. Liston misappropriated at 

least $450,000 of investor funds for her personal benefit, and used at least $3.9 million in investor 

funds to make Ponzi-like distributions to SPT investors. 

6. By engaging in the conduct alleged in this Complaint, Defendants violated Section 

17(a) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. § 77q(a)]; Section 10(b) of the 

Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. § 78j(b)], and Exchange Act Rule 

l0b-5 [17 C.F.R. § 240.10b-5]. Liston also violated Sections 206(1) and 206(2) of the Investment 

Advisers Act of 1940 (“Advisers Act”) [15 U.S.C. § 80b-6(1) and (2)].  

7. Unless enjoined, Defendants will continue to violate the federal securities laws. 

Among other relief, the SEC seeks permanent injunctions, disgorgement with prejudgment interest 

and civil penalties against Defendants.  

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II. DEFENDANTS 

8. Liston, age 61, resides in Yonkers, New York. Liston is the founder, president, and 

director of SPT and Liston Associates, and controls Stock Purse’s and Liston Associates’ bank 

accounts and brokerage accounts, and all key aspects of their business operations. Liston has never 

been registered with the Commission.  

9. Stock Purse was formed in March 2022, as a Florida corporation with its principal 

place of business in Palm Beach Gardens, Florida. Liston is Stock Purse’s founder and Chief 

Executive Officer. Stock Purse’s investment offerings have never been registered with the 

Commission in any capacity. Stock Purse was administratively dissolved in September 2024. 

10. Liston Associates was formed in January 2022 as a Florida corporation with its 

principal place of business in Palm Beach Gardens, Florida. Liston Associates was purportedly in 

the business of providing IT services and Liston served as its Chief Executive Officer. Liston 

Associates has never been registered with the Commission in any capacity. It was administratively 

dissolved in September 2024. 

III. JURISDICTION AND VENUE 

11. The Court has jurisdiction over this action pursuant to Sections 20(b), 20(d), and 

22(a) of the Securities Act [15 U.S.C. §§ 77t(b), 77t(d), and 77v(a)]; and Sections 21(d), 21(e), 

and Section 27 of the Exchange Act [15 U.S.C. §§ 78u(d), 78u(e), and 78aa]  and Sections 209(d)-

(e) and 214(a) of the Advisers Act [15 U.S.C. §§ 80b-9(d)-(e) and 80b-14(a)].  

12. The Court has personal jurisdiction over the Defendants and venue is proper in the 

Southern District of Florida because many of the Defendants’ acts and transactions constituting 

violations of the Securities Act, the Exchange Act and the Advisers Act, occurred in this District. 

Further: (a) Stock Purse and Liston Associates—the companies through which Liston defrauded 

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investors—had their principal places of business in this District, (b) Liston resided in this District 

during most of the relevant period, and (c) some SPT investors reside in this District.  

13. In connection with the conduct alleged in this Complaint, the Defendants, directly 

and indirectly, singly or in concert with others, made use of the means or instrumentalities of 

interstate commerce, the means or instruments of transportation and communication in interstate 

commerce, and the mails. 

IV. FACTUAL ALLEGATIONS 

A. Defendants’ Investment Programs and Trading Strategy 

14. From at least August 2020, Liston, and commencing January 2022, Liston, 

individually and through SPT, began soliciting investors nationwide to invest with her, promising 

significant returns based on her trading strategy.  Liston, who claimed to have a background in 

computer programming and technical development, told investors she developed a proprietary 

trading algorithm for short selling which allowed her to generate better returns than other traders 

and make money in times of market volatility.   

15. According to Liston, the proprietary trading algorithm made use of charts which 

track the trend of the market and identify the trend of a stock. Liston touted that her expertise and 

use of her proprietary algorithm generated high returns from 5% - 20% monthly to a 100% return 

within 30-60 days. Liston boasted that she could double investor money and claimed that she could 

generate profits of 350% in one year by pooling investor funds in brokerage accounts and 

investment funds under her management. 

16. Liston’s purported trading strategy as described to investors involved pooling 

investor funds, which she claimed allowed her and SPT to achieve greater returns for investors as 

a pooled stock or stock options investment fund.  

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17. Liston pitched three SPT programs:  (1) the “Growth Fund,” a long-term individual 

account investment which allowed for the regular withdrawal of funds; (2) the “Income Fund,” a 

shorter-term pooled investment which offered payment of monthly returns; and (3) the “Family 

Fund,” a pooled investment which offered a “double your money back” promise in six months. 

The “Growth Fund” and the “Income Fund” purportedly paid monthly returns between 5% and 

15%. 

18. To participate in the investment opportunity, investors were instructed to submit an 

online form via SPT’s website, “Stockpursetrading.com.” Once approved, investors were provided 

with a personalized login information where they had to agree to SPT’s “Terms & Conditions” on 

SPT’s website. After agreeing to the Terms & Conditions, investors completed SPT investment 

forms and were sent wire instructions to wire their investment to SPT. 

19. Defendants promised investors that SPT would pay back their principal 

investments, along with profits generated by her successful trading. Liston told investors that they 

could withdraw investment profits SPT made on their behalf at any time upon completion of a 

request submitted via the SPT website. Liston also told investors that she would take a 5% fee on 

every investor’s withdrawal of profits. 

20. The amounts invested by investors varied from a few thousand dollars to hundreds 

of thousands of dollars. Early during the relevant period, Liston told investors to remit wires for 

investment to Liston’s personal bank account. In at least one instance, Liston told an investor to 

describe the wire as a “loan” so the wire would not be flagged by the bank.  

21. Liston identified investors through friends, family and word-of-mouth referrals 

such as through real estate networks, multi-level marketing seminars, and church. Liston pitched 

the investment opportunity to investors in person and via telephone.  

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22. During the relevant period, Defendants raised at least $5.7 million from 200 

investors nationwide to purportedly fund their trading activities on behalf of investors. 

B. Liston Acted as the Investment Adviser to Investors   

23. Investors who sent SPT and Liston funds did not exercise any control or authority 

over the funds they remitted to SPT and/or Liston, or the securities investments made on their 

behalf.  Instead, as SPT’s principal and CEO, Liston had discretionary authority over investors’ 

funds, she decided how to invest investors’ funds, which securities and trading strategies to use. 

Liston received compensation for her investment advisory services. Accordingly, Liston acted as 

“investment adviser”, as that term is defined in Section 202(a)(11) of the Advisers Act [15 U.S.C. 

§ 80b-2(a)(11)].  

24. Liston used interstate commerce when she offered her investment advisory services 

by, among other things, promoting investments in SPT through Defendants’ website and telephone 

calls with investors and prospective investors.  

C. Defendants’ Misrepresentations and Omissions to Investors 
 

25. Liston and SPT through Liston made misrepresentations and omissions to investors 

concerning, among other things, Liston’s purportedly successful trading strategy, the source of 

investor returns, and the use of investor funds.   

(a) Misrepresentations and Material Omissions About the Success of Liston’s 
Trading Strategy 

 
26. During the relevant period, Defendants made misrepresentations and omissions to 

investors and prospective investors about the purported success of Liston’s expertise, proprietary 

trading algorithm and trading strategy. 

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27. For example, Liston told Investor 1 that Liston’s proprietary trading algorithm 

allowed Liston to do better than others and that Liston had never lost anyone’s investment. Based 

on this information, Investor 1 invested $100,000 with Defendants. 

28. Liston told Investor 2 that Liston’s investment strategy goes against traditional 

norms and that Liston could turn a $400,000 investment into $1 million within a year. Based on 

this information, Investor 2 invested $450,000 with Defendants. 

29. During a three-way telephone call with Liston, Investor 3 and Investor 3’s brother, 

Liston claimed that she could double an investor’s investment, and assured Investor 3 that his 

investment funds were safe and returns “guaranteed.” Based on this information, Investor 3 

invested over $250,000 with Defendants.  

30. Liston’s claims of her trading expertise and success were false. SPT’s brokerage 

records during the relevant period show that, in fact, Liston invested less than $1.7 million of the 

$5.7 million she raised from investors, and she lost most of the funds she traded in SPT’s brokerage 

account. SPT’s brokerage records also show that SPT experienced net losses of more than 

$230,000 over the relevant period in connection with her trading options on securities and 

engaging in short sales of securities.  

31. Liston hid SPT’s trading losses from existing investors while simultaneously 

boasting of her investment savvy and recruiting new investors based on false claims on positive 

investment returns. 

32. Liston directed existing investors to view their account summaries on SPT’s 

website. The account summary displayed, among other things, a respective investor’s initial 

investment, a supposed current – but fictitious – account value, and correspondingly fake 

percentages of gains or losses. For example, on January 3, 2023, a screenshot from one investor’s 

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account summary showed a principal investment amount of $395,000, an account value of 

$981,000, and a gain of 148% (representing the purported profit over the principal amount 

invested).   

33. The $981,000 purported balance for this investor was fictitious and significantly 

higher than the entire value of SPT’s brokerage account. SPT’s brokerage records for December 

2022 and January 2023 show SPT’s account balances totaling less than $2,000 combined. Despite 

knowing that SPT was not generating profits but, instead, experiencing significant trading losses, 

Liston, the person with ultimate control over SPT’s website, continued to post fictitious account 

balances for investor account summaries for over a year, lulling investors into believing that 

Defendants were generating promised returns.    

(b) Misrepresentations and Material Omissions About the Safety of Investors’ 
Funds and Use of Margin in SPT’s Trading Strategy 

 
34. Defendants repeatedly touted Liston’s experience in stock trading and purported 

positive track record as well as the ability of investors to withdraw their principal to convince 

investors to invest in the investment opportunity. 

35. Despite Defendants’ assurances of the safety of her trading strategy, Liston often 

used investor funds to engage in highly speculative and risky trading strategies, including trading  

on margin, without disclosing the strategy – or its risks – to investors.  

36. Margin trading refers to the purchase of stock (or other security) by borrowing a 

portion of the sum to execute the purchase from the broker. If an investor’s equity in his account 

falls below a certain required maintenance margin (such as 50%), the broker issues a “margin call,” 

which requires the investor to either liquidate stock or to add cash to the investor’s account. If the 

investor does not answer a margin call, the broker has the right to sell the investor’s securities until 

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the account reaches the maintenance margin. Thus, margin trading may expose an investor to the 

risk of losses in excess of the amount of their initial investment. 

37. Although SPT’s website mentioned the word “margin,” the descriptions provided 

were vague and related to a business venture’s operating margin, rather than the use of margin as 

a trading strategy. Specifically, SPT’s website explained that “margins measure efficiency,” and 

that “[t]he higher the operating margin, the more profitable a company’s core business is per 

dollar.” Defendants did not define margin as the use of existing account assets as leverage, and 

wholly failed to disclose that SPT’s trading strategy included leveraging investor funds.  

38. Nor did Liston or SPT’s website describe how margin fit into SPT’s strategy, the 

risks associated with margin, or how the use of margin impacted investors’ fund liquidity and 

investors’ ability to withdraw funds.  

39. SPT investors were notified of Defendants’ use of margin for the first time in the 

summer of 2023, after Defendants failed to return to investors their principal investments, when 

Defendants posted a notice on SPT’s website stating that the “brokerage account is in a deficit also 

known as margin.” 

(c) Misrepresentations and Material Omissions About the Use of Investors’ 
Funds 

 
40. During the relevant period, Defendants raised more than $5.7 million from 

investors, purportedly for pooling those funds in SPT’s brokerage account and generating profits 

from Defendants’ proprietary trading algorithm. However, Defendants deposited less than $1.7 

million of those funds for trading in SPT’s brokerage account.  

41. The balance of the funds raised from investors were not used for trading, but rather, 

misused by Defendants for other purposes. Defendants diverted at least $3.9 million of investor 

funds to make Ponzi-like payments to investors. Because SPT lost money on trades and did not 

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generate sufficient profits to pay the promised investor returns, Defendants used new investor 

funds to pay fictitious returns and to cover withdrawal requests.  

42. Defendants also used investor funds to make loans to other investors and directed 

payments to real estate entities, unrelated to SPT’s investment business. 

43. Additionally, Liston misappropriated more than $450,000 in payments for personal 

items including real estate purchases, car purchases, hotels, clothing and luxury gifts, credit cards, 

and a cruise vacation with friends.   

44. When Liston promised investors that they could make regular withdrawals of 

profits from their investor accounts, Liston failed to disclose her misuse of investor funds and 

failure to invest the majority of funds to conduct trading activities, or her use of investor funds to 

pay “returns” to other investors, all of which impacted investors’ ability to withdraw purported 

profits from their accounts. 

45. Defendants’ misrepresentations and omissions to investors regarding the success of 

Defendants’ trading strategy, the source of investor returns, and use of investor funds were 

material. Reasonable investors would find it important that Defendants were not engaging in a safe 

trading strategy but rather were undertaking a risky trading strategy involving margin. Reasonable 

investors would also find it important that, rather than investing all of their funds, Defendants were 

using some of their money for other purposes. 

46. Defendants knew or were reckless in not knowing that the representations they 

made to investors about their purported successful trading strategy were false, misleading, and 

omitted material information. Defendants also knew or were reckless in not knowing that the 

representations they made to investors about the source of their returns and use of funds were false, 

misleading, and omitted material information. 

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III. CLAIMS FOR RELIEF 

COUNT I 

Violations of Section 17(a)(1) of the Securities Act 
(Against all Defendants) 

 
47. The Commission adopts by reference paragraphs 1 through 46 of this Complaint. 

48. From August 2020 through July 2024, Defendants, in the offer or sale of securities 

by use of any means or instruments of transportation or communication in interstate commerce or 

by use of the mails, knowingly or recklessly, directly or indirectly employed devices, schemes, or 

artifices to defraud. 

49. By reason of the foregoing, Defendants violated and, unless enjoined, are 

reasonably likely to continue to violate Section 17(a)(1) of the Securities Act [15 U.S.C. § 

77q(a)(1)]. 

COUNT II 

Violations of Section 17(a)(2) of the Securities Act 
(Against all Defendants) 

 
50. The Commission adopts by reference paragraphs 1 through 46 of this Complaint. 

51. From August 2020 through July 2024, Defendants, in the offer or sale of securities 

by use of the means or instruments of transportation or communication in interstate commerce or 

by the use of the mails, directly or indirectly, negligently obtained money or property by means of 

untrue statements of material facts or omissions to state material facts necessary to make the 

statements made, in the light of the circumstances under which they were made, not misleading. 

52. By reason of the foregoing, the Defendants violated and, unless restrained and 

enjoined, are reasonably likely to continue to violate, Section 17(a)(2) of the Securities Act [15 

U.S.C. § 77q(a)(2)]. 

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COUNT III 

Violations of Section 17(a)(3) of the Securities Act 
(Against all Defendants) 

 
53. The Commission adopts by reference paragraphs 1 through 46 of this Complaint. 

54. From August 2020 through July 2024, Defendants, in the offer or sale of securities 

by use of any means or instruments of transportation or communication in interstate commerce or 

by use of the mails, directly or indirectly, negligently engaged in transactions, practices, or courses 

of business which have operated, are now operating or will operate as a fraud or deceit upon the 

purchasers. 

55. By reason of the foregoing, Defendants violated and, unless enjoined, are 

reasonably likely to continue to violate Section 17(a)(3) of the Securities Act [15 U.S.C. § 

77q(a)(3)]. 

COUNT IV 
Violations of Section 10(b) and Rule 10b-5(a) of the Exchange Act 

(Against all Defendants) 
 
56. The Commission adopts by reference paragraphs 1 through 46 of this Complaint. 

57. From August 2020 through July 2024, Defendants, directly or indirectly, by the use 

of any means or instrumentality of interstate commerce, or of the mails, knowingly or recklessly 

employed devices, schemes or artifices to defraud in connection with the purchase or sale of any 

security. 

58. By reason of the foregoing, Defendants violated and, unless enjoined, are 

reasonably likely to continue to violate Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)], 

and Exchange Act Rule 10b-5(a) [17 C.F.R. § 240.10b-5(a)]. 

  

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COUNT V 

Violations of Section 10(b) and Rule 10b-5(b) of the Exchange Act 
(Against all Defendants) 

59. The Commission adopts by reference paragraphs 1 through 46 of this Complaint. 

60. From August 2020 through July 2024, Defendants, directly or indirectly, by the use 

of any means or instrumentality of interstate commerce, or of the mails, knowingly or recklessly 

made untrue statements of material facts or omitted to state material facts necessary in order to 

make the statements made, in the light of the circumstances under which they were made, not 

misleading, in connection with the purchase or sale of any security. 

61. By reason of the foregoing, the Defendants have violated and, unless restrained and 

enjoined, are reasonably likely to continue to violate, Section 10(b) of the Exchange Act, [15 

U.S.C. § 78j(b)] and Rule 10b-5(b) [17 C.F.R. § 240.10b-5(b)] thereunder. 

COUNT VI 

Violations of Section 10(b) and Rule 10b-5(c) of the Exchange Act 
(Against all Defendants) 

 
62. The Commission adopts by reference paragraphs 1 through 46 of this Complaint. 

63. From August 2020 through July 2024, Defendants, directly or indirectly, by use of 

any means or instrumentality of interstate commerce, or of the mails, knowingly or recklessly 

engaged in acts, practices, and courses of business which have operated, are now operating or will 

operate as a fraud upon any person in connection with the purchase or sale of any security. 

64. By reason of the foregoing, Defendants violated and, unless enjoined, are 

reasonably likely to continue to violate Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)], 

and Exchange Act Rule 10b-5(c) [17 C.F.R. § 240.10b-5(c)]. 

  

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COUNT VII 

Violations of Section 206(1) of the Advisers Act 
(Against Liston) 

 
65. The Commission adopts by reference paragraphs 1 through 46 of this Complaint. 

66. From August 2020 through July 2024, Liston, for compensation, engaged in the 

business of directly advising others as to the value of securities or as to the advisability of investing 

in, purchasing, or selling securities. Liston was therefore an “investment adviser” within the 

meaning of Section 202(a)(11) of the Advisers Act [15 U.S.C. § 80b-2(a)(11)]. 

67. Liston, by use of the mails or any means or instrumentality of interstate commerce, 

directly or indirectly knowingly or recklessly employed a device, scheme, or artifice to defraud 

one or more clients or prospective clients. 

68. By reason of the foregoing, Liston violated and, unless enjoined, is reasonably 

likely to continue to violate Section 206(1) of the Advisers Act [15 U.S.C. § 80b-6(1)]. 

COUNT VIII 

Violations of Section 206(2) of the Advisers Act 
(Against Liston) 

 
69. The Commission adopts by reference paragraphs 1 through 46 of this Complaint. 

70. From August 2020 through July 2024, Liston, by use of the mails or any means or 

instrumentality of interstate commerce, directly or indirectly, negligently engaged in transactions, 

practices, or courses of business which operated as a fraud or deceit upon one or more clients or 

prospective clients. 

71. By reason of the foregoing, Liston violated and, unless enjoined, is reasonably 

likely to continue to violate Section 206(2) of the Advisers Act [15 U.S.C. § 80b-6(2)]. 

  

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IV. RELIEF REQUESTED 

WHEREFORE, the Commission respectfully requests the Court find the Defendants 

committed the violations alleged, and: 

A. Permanent Injunction Against Defendants 

Issue a Permanent Injunction restraining and enjoining Defendants from violating Section 

17(a) of the Securities Act [15 U.S.C. § 77q(a)], Section 10(b) of the Exchange Act [15 U.S.C. § 

78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5], and further enjoining Defendant Liston 

from violating Sections 206(1) and 206(2) of the Advisers Act [15 U.S.C. §§ 80b-6(1), 80b-6(2)]. 

B. Disgorgement and Prejudgment Interest 

Issue an Order directing Stock Purse, Liston Associates, and Liston to disgorge all ill-

gotten gains or proceeds received within the applicable statute of limitations, with prejudgment 

interest thereon, resulting from the acts and/or courses of conduct alleged in this Complaint and 

finding (i) Defendants Stock Purse and (ii) Defendants Liston Associations and Liston,  jointly and 

severally liable for disgorgement ordered against each of them, respectively. 

C. Civil Penalty 

Issue an Order directing Defendants to pay civil money penalties pursuant to Section 20(d) 

of the Securities Act [15 U.S.C. § 77t(d)], Section 21(d)(3) of the Exchange Act [15 U.S.C. § 

78(d)(3)], and Section 209(e) of the Advisers Act [15 U.S.C.§ 80b-9(e)]. 

D. Further Relief 

Grant such other and further relief as may be necessary and appropriate. 

E. Retention of Jurisdiction 

Further, the Commission respectfully requests that the Court retain jurisdiction over this 

action in order to implement and carry out the terms of all orders and decrees that it may enter, or 

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to entertain any suitable application or motion by the Commission for additional relief within the 

jurisdiction of this Court. 

 

Dated: August 20, 2025   Respectfully submitted, 

 
s/Pascale Guerrier 
Pascale Guerrier 
Senior Trial Counsel 
Florida Bar No. 22590 
Direct Dial: (305) 982-6301 
Email: [email protected] 
 
Attorney for Plaintiff 
SECURITIES AND EXCHANGE  
COMMISSION 
801 Brickell Avenue, Suite 1950 
Miami, Florida 33131 

 

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